Spectral Diagnostics Announces Leading Independent Proxy Firms Recommend Spectral Shareholders Vote for the Proposed Private Placement of Spectral Shares to Medwell Capital Corp.

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[{"type":"text","content":"\n\n\n\n\n\nTORONTO, Aug. 16, 2011 /CNW/ - Spectral Diagnostics Inc. (\"Spectral\") (TSX: SDI) today announced that ISS Canada, Canada's leading\n independent proxy firm and an affiliate of Institutional Shareholder\n Services Inc. (\"ISS\"), and Glass Lewis Co., a leading U.S. independent proxy firm, have\n both recommended that Spectral shareholders vote FOR the proposed\n private placement (the \"Private Placement\") to Medwell Capital Corp. (\"Medwell\") of 33,333,333 common shares of Spectral, at a subscription price of\n $0.30 per share, for aggregate proceeds of $10 million, pursuant to the\n terms of a plan of arrangement between Spectral and Medwell (the \"Arrangement\").\n\n\nISS summarized their recommendation as follows: \"A vote FOR is warranted\n as the use of proceeds is reasonable, rationale is sound and no\n significant corporate governance concerns are raised.\"  Glass Lewis'\n noted that \"…we believe the board has offered a cogent rationale for\n the proposed placement… this proposal is in the best interests of\n shareholders. Accordingly, we recommend that shareholders vote FOR this\n proposal.\"\n\n\nSpectral's board of directors has recommended that shareholders vote\n their proxy FOR the proposed Private Placement and Spectral has\n scheduled a special meeting (the \"Special Meeting\") of shareholders for 10:00 a.m. (Toronto time) on August 26, 2011,\n where it will seek approval for the Private Placement.  The deadline\n for voting is 10:00 a.m. (Toronto time) on August 24, 2011.\n\n\nShareholders are encouraged to review the management proxy circular of\n Spectral, dated July 21, 2011, which provides a detailed discussion of\n the Private Placement and the Arrangement, as well as the reasons\n behind the board of directors' recommendation.  A copy of the proxy\n circular is available on SEDAR at www.sedar.com.\n\n\nThe closing of the Arrangement is subject to court approval, regulatory\n approval and other customary closing conditions.  The Arrangement is\n also subject to approval of the Medwell shareholders at a special\n meeting which has also been called for August 26, 2011.  The\n Arrangement is currently expected to close at the end of August, 2011.\n\n\nHow to Vote\nDue to essence of time, Shareholders are urged to vote tod...

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